Abstract: A speech recognition system comprising: an analog to digital converter, a time to frequency transformer, a noise filter; a context preprocessor, an acoustic word classifier, an initial acoustic model generator, a textual search module, and a trainer. The system recognizes speech initially prior to training, due to the context preprocessor classifying words of identical sound by the context of a leading and trailing neighboring group of words and by the acoustic model generator creating an initial acoustic model derived from an acoustic word statistical analysis ‘average’. Applications of the system include voice activated computer games, command and control systems and text dictation.